Terms and Conditions
Version 3.0 – 30/04/2025
1. General and interpretation
a. Unless otherwise expressly agreed in writing by OnSite Support Ltd (OS), all quotations and contracts for the supply of goods by OS (Goods) are made upon these Conditions of Sale (Conditions) which shall at all times override any terms and conditions which the purchaser of such goods (Purchaser) imposes or seeks to impose.
b. Delivery of any goods following a quotation for supply made by OS will be made only upon the Conditions. Each order made by the Purchaser (Order) is accepted subject to the Conditions.
c. Any variation to these Conditions must be approved in writing by an authorised OS employee. Any quotation or estimate is given subject to the Conditions.
d. Contract means any contract made between the parties that incorporates the Conditions.
e. Business Day means a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
f. Any words following the terms including, include, in particular, for example, such as or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2. Acceptance
a. Acceptance of the Order will take place when OS notifies the Purchaser in writing that the Order is accepted, at which point a Contract will come into existence between OS and the Purchaser.
b. If OS are unable to accept the Purchaser’s order, OS will seek to inform the Purchaser in reasonable time and will not charge the Purchaser for the Goods.
c. OS will assign an order number to the order and inform the Purchaser of that number when accepting the Order. The Purchaser must use this order number whenever they contact OS about the Order.
3. Changes to an Order
a. Either party may make a request in writing to vary an Order by giving the other party 14 days written notice before the date that the Goods are to be delivered in accordance with the Order (Delivery Date). After such date, no variation may be made.
b. If the Purchaser makes such request, OS shall, within 5 Business Days or such other period as may be agreed between the parties, notify the Purchaser in writing of any consequent price changes. The Purchaser must confirm within two Business Days whether it does not wish to proceed on the basis of the changes, and the absence of such rejection shall constitute acceptance of OS’s offer.
c. If OS makes such a request, the Purchaser shall, within 5 Business Days , or such other period as may be agreed between the parties, notify OS in writing if the Purchaser does not wish to proceed with the Contract on the basis of the alterations, and the absence of such rejection shall constitute acceptance of OS’s offer.
d. Howsoever such offer is accepted, the original Order shall be cancelled and OS shall generate a new Order.
4. Payment Terms
a. Payment is due by end of month following date of invoice, time being of the essence, for approved accounts, and in default OS may without notice to the Purchaser :
i. Terminate any outstanding order or quotation;
ii. Withhold and/or suspend delivery of an Order in progress;
iii. Reduce and/or suspend the Purchaser’s credit limit;
iv. demand immediate payment of any and all monies in respect of Goods supplied.
v. charge the Purchaser interest on the amount unpaid at the rate of a minimum of 5% per annum or 5% per annum above HSBC Bank Plc base rate from time to time in force (whichever is lowest) until payment in full is made and the Purchaser will indemnify OS in respect of all costs incurred by OS in recovering payment, including the cost of instructing solicitors or debt recovery agents.
b. No payment shall be deemed to have been received until OS has received cleared funds.
c. The Purchaser shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.
d. OS reserves the right to set off, deduct or discount any amounts due from OS under any other arrangement with the Purchaser against any monies due to OS under this Contract.
5. Prices
a. All prices displayed in both OS’s printed and online publications are subject to VAT at current rate where applicable.
b. Prices are correct at time of issue and are subject to change without prior notice.
c. The price charged to the Purchaser will be the prevailing price at the time of ordering.
d. The Purchaser acknowledges that carriage costs will be in addition to the Prices quoted.
6. Retention of Title
a. Risk in Goods supplied passes to the Purchaser when delivery is made in accordance with Condition 7.
b. Title to such Goods shall not pass to the Purchaser until OS has received in cleared funds the full price payable for such goods and all other goods supplied by OS to the Purchaser for which payment is then due.
c. Until legal title passes, the Purchaser shall hold the goods as OS’s fiduciary agent and bailee and shall keep them properly protected, insured and stored separately from any other goods (whether or not supplied by OS). Until such time as the Purchaser is entitled to resell or use the goods in the ordinary course of its business but shall account to OS for the proceeds of sale and pending payment shall hold such proceeds on trust for OS absolutely.
d. The Purchaser’s right to resell or use the goods shall terminate automatically on the occurrence of any event set out in Condition 12 and/or if any sum owed to OS by the Purchaser is not paid when due.
e. Until such time as legal title in the goods passes to the Purchaser OS may at any time require the Purchaser, its liquidator, receiver or administrator to return the goods and/or may repossess the goods by entering upon any premises of the Purchaser or any third party where the goods are reasonably believed to be stored. The Purchaser shall if necessary allow OS or its representatives access to the Purchaser’s property or any other premises where the goods are located for the purpose of removing the goods.
f. In addition and without prejudice to any other right or remedy available to OS, if the Purchaser is in breach of the payment terms or of any of its obligations under this condition, OS shall be entitled to:
i. cancel the Contract;
ii. suspend further deliveries; or
iii. terminate any outstanding order or quotation without incurring any liability whatsoever as a consequence of this action.
g. OS reserves the right at any time before title in the Goods has passed to the Purchaser to require the Purchaser to deliver up the Goods if any of the events set out in Condition 12 occur.
7. Delivery
a. The following terms and conditions for delivery are only applicable in the UK. Separate terms apply for delivery outside the UK, and the Purchaser must contact OS’s export department for further information.
b. Unless otherwise agreed delivery of the Goods (Delivery) shall take place at the Purchaser’s place of business.
c. Where OS provides carriage and Delivery, all charges in relation to carriage, including transport costs, insurance and unloading are for the Purchaser’s account and OS shall invoice such charges separately from the invoice for the relevant Goods.
d. If for any reason the Purchaser does not accept Delivery of any of the Goods when they are ready for Delivery then the Goods will be deemed delivered, risk passing to the Purchaser (for all loss or damage) and OS may:
i. store the goods until actual delivery whereupon the Purchaser will be liable for all related costs and expenses (including storage and insurance); or
ii. sell the Goods at the best price readily obtainable and (after deduction of all reasonable storage and selling expenses) charge the Purchaser for any shortfall below the Contract price.
e. OS may deliver in instalments and not delivering one instalment will not entitle the Purchaser to terminate the Contract.
f. The quantity of any consignment of goods as recorded by OS upon despatch from OS’s place of business shall be conclusive evidence of the quantity received by the Purchaser on Delivery unless the Purchaser can provide conclusive evidence proving the contrary.
g. Claims for shortages or damaged goods must be made in writing to OS within two Business Days of Delivery of the relevant Goods.
h. Claims for non-delivery must be made to OS within 5 days of date of despatch shown on the invoice.
8. Returns
a. Notwithstanding any other provision in the Contract, OS may at its option allow the Purchaser to return Goods upon the following conditions:
i. that the relevant Goods are non-faulty undamaged, in the original packaging, with all trademarks or other labelling intact and fully suitable for re-sale;;
ii. that the relevant Goods are goods that are ordinarily held in stock by OS;
iii. that the Purchaser notifies OS within five Business Days of Delivery of its intention to return the relevant Goods;
iv. that the Purchaser quotes the relevant delivery note number of the relevant Goods;
v. that the Goods are returned to OS within 15 Business Days of Delivery; and
vi. and the Purchaser shall be liable for carriage of the relevant Goods unless OS agrees otherwise in writing.
b. Notwithstanding any other provision in the Contract, OS may from time to time at its sole option accept the return of non-standard, non-faulty goods upon such terms as the parties may agree for any such return. Non standard goods are Goods which are not ordinarily held in stock at OS’s Distribution Centre.
i. If the Purchaser requests a return of Goods is as a result its own error, OS may at its option allow the Purchaser to return the relevant Goods at its own cost (unless otherwise agreed) and subject to a
ii. % charge calculated at 15% of the purchase price of the relevant Goods (a stock handling fee).
9. Warranties
a. In relation to Goods that OS has not itself manufactured in full, and those parts of Goods that OS has not itself manufactured or applied any process to or worked on (other than packaging, repackaging and/or labelling), OS will use reasonable commercial endeavours to pass on the manufacturer’s warranties.
b. In relation to Goods that OS has itself manufactured in full, and/or those parts of Goods that OS has itself supplied and/ or the processes applied to or workings on Goods (other than packaging, repackaging and/or labelling), OS warrants that the Goods shall
i. conform materially to such specification for the Goods as the Purchaser may have provided (Specification);
ii. be fit for any purpose OS may hold out (interpreted narrowly);
iii. be free from defects in design, material and workmanship and remain so for the number of months after Delivery as OS may set out from time to time; and
iv. comply with all applicable statutory and regulatory requirements.
c. All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
d. Notwithstanding any advice that OS may give, it remains the Purchaser’s responsibility to satisfy itself as to the fitness of the Goods for any particular purpose (other than that held out by OS) and the Goods are sold without any warranty, express or implied, as to their fitness for any other particular purpose.
10. Defective Goods
a. If OS establishes to its reasonable satisfaction that Condition 9 is breached in relation to the Goods, then OS shall, at its sole and discretion and within a reasonable time:
i. replace such Goods with Goods which are in all respects in accordance with condition 9; or
ii. issue a credit note to the Purchaser in respect of the whole or part of the Contract price of such Goods having taken back such Goods, subject, in every case, to the remaining provisions of this Condition provided that OS’s liability shall in no event exceed the purchase price of such Goods. OS’s performing in accordance with either above option shall constitute an entire discharge of OS’s liability.
b. There shall be no breach of Condition 9 unless the Purchaser:
i. notifies OS of the alleged defect within five Business Days of the time when the Purchaser discovers or ought to have discovered the defect and has submitted in writing full details of the alleged defect;
ii. allows OS to collect the relevant Goods;
iii. complies with any reasonable request or instruction from OS; and
iv. affords OS a reasonable opportunity to inspect the relevant Goods and consult with the relevant supplier.
c. If OS elects to replace the Goods, OS shall deliver the replacement Goods to the Purchaser at OS’ own expense at the address to which the defective goods were delivered and the legal title to the defective Goods shall (if vested in the Purchaser) re-vest in OS.
d. OS shall be under no liability under the warranty in this Condition:
i. in respect of any defect in the Goods arising from the Purchaser’s wilful damage or negligence, or the Purchaser transporting, handling, storing, or using the Goods other than in accordance with OS’s or the manufacturer’s instructions (as appropriate) howsoever expressed, or with appropriate commercial practice.;
ii. if the total price for the Goods has not been paid by the due date for payment;
iii. in respect of any type of defect or damage specifically excluded by OS by notice in writing; or
iv. if the Purchaser makes any further use of the Goods after giving notice in accordance with this Condition.
11. Limitation
a. Subject to Condition 10 above this Condition sets out the entire liability of OS (including any liability for the acts or omissions of its employees, agents and sub contractors) to the Purchaser in respect of:
i. any breach of the Conditions or the Contract;
ii. any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
b. Nothing in the Conditions excludes or limits the liability of OS for death or personal injury caused by OS’s negligence, or for fraudulent misrepresentation, or for fraud or for any matter which it would be illegal for OS to exclude or attempt to exclude its liability.
c. Liability for any direct loss or damage which arises out of or in connection with the Contract shall be limited to the Contract value.
d. OS shall not be liable to the Purchaser for any of the following (whether direct or indirect):
i. loss of profit;
ii. loss of use;
iii. loss of production;
iv. loss of contract;
v. loss of opportunity;
vi. loss of savings, discount or rebate (whether actual or anticipated);
vii. harm to reputation;
viii. loss of goodwill; or
ix. any indirect or consequential loss or any claims for consequential compensation whatsoever which arise out of or in connection with the Contract.
12. Termination
a. OS may, as it thinks fit, (without prejudice to any other rights or remedies it may have against the Purchaser) immediately suspend further performance of the Contract or cancel delivery of the Goods or stop any Goods in transit or by notice in writing to the Purchaser terminate the Contract without liability to OS if:
i. the Purchaser commits a material breach of any material obligation under the Contract which is incapable of remedy;
ii. the Purchaser fails to remedy a material breach of its material obligations under the Contract which is capable of remedy, or persists in any breach of any of its obligations under the Contract, after having been requested in writing by OS to remedy or desist from such breach, within ten Business Days;
iii. any distress execution or diligence is levied upon any of the Purchaser’s goods or property and is not paid out within five Business Days of it being levied;
iv. (to the extent applicable law permits:) the Purchaser (being a partnership) or the Purchaser’s partner offers to make any arrangements with or for the benefit of the creditors of the Purchaser or the Purchaser’s partner generally or there is presented in relation to the Purchaser or the Purchaser’s partner a petition of bankruptcy;
v. (to the extent applicable law permits:) the Purchaser (being a limited company) is deemed to be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or the Purchaser calls a meeting for the purpose of passing a resolution to wind up its company or such a resolution is passed or the Purchaser presents or has presented a petition to wind up or present or have presented a petition or appoint an administrator or have an administrative receiver or receiver appointed to the whole or any part of the Purchaser’s business, undertaking, property or assets;
vi. (to the extent applicable law permits:) the Purchaser ceases, or threatens to cease, to carry on business;
vii. a secured lender to the Purchaser takes any steps to obtain possession of the property on which it has security or otherwise to enforce its security.
b. Without limiting any other rights or remedies, OS may terminate the Contract with immediate effect by giving written notice to the Purchaser if the Purchaser fails to pay any amount due under this Contract on the due date for payment, time being of the essence.
c. Notwithstanding any such termination or suspension in accordance with the above, the Purchaser shall pay OS at the Contract rate all payments subsisting at the time of termination.
d. If the Contract is terminated in accordance with this Condition 12, the Purchaser shall return all Goods not been fully paid for. If the Purchaser does not do so, OS may enter the Purchaser’s premises and take possession of them. Until such Goods have been returned, the Purchaser shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
e. Termination of the Contract, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination.
13. Intellectual Property
a. For the purposes of this Condition 13, “Intellectual Property Rights” shall mean copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
b. All Intellectual Property Rights in any OS publications or materials are the exclusive property of OS and may not be reproduced or transmitted in any form or by any means including photocopying and recording, without OS’s written permission of OS, such written permission must be obtained before any publications or supplier materials are stored in a retrieval system of any nature.
c. All Intellectual Property Rights, including brand names and registered trademarks of OS, including Fallproof Equipment are used for marketing purposes only and should not be interpreted as providing or implying any absolute and guaranteed protection against accident or personal injury whilst in use. Optimum performance and safe use of our products is dependent on training by authorised persons, regular maintenance of equipment and operator checks. The Purchaser shall at all times indemnify OS, keep OS indemnified and hold OS harmless against all claims, demands, actions, proceedings and all damages, losses, costs awards and expenses (including legal fees) in relation to any infringement or alleged infringement of any third party’s Intellectual Property Rights suffered by OS as a result of complying with the Purchaser’s instructions, including any Specification.
14. Safety and Product Recalls
a. The Purchaser shall comply at all times with the written instructions and all written guidelines issued from time to time attached to the Goods concerning their storage and use and the Purchaser shall refer its employees and its customers to such instructions and guidelines.
b. The Purchaser must satisfy itself that the persons responsible for the storage and use of any Goods have all the information required on health and safety and OS shall not be liable to the Purchaser in any civil proceedings brought by the Purchaser against OS in respect of a breach of the user instructions or any applicable health and safety legislation or any regulations, orders or directions made pursuant to such health and safety legislation in force from time to time or under any directive, regulation, order or other instrument relating to health and safety where such exclusion of liability is permitted by law.
c. The Purchaser shall keep OS fully informed of all complaints concerning the Goods and shall comply with any directions of OS in any issues, proceedings or negotiations relating to such complaints.
d. If OS recalls any Goods, the Purchaser shall co-operate fully and promptly with any steps taken by OS under Condition 14 (e).
e. OS may at its discretion recall any Goods already sold by OS to the Purchaser, (whether for a refund or credit or for replacement of the Goods which shall in each case be undertaken by OS) and/or issue any written or other notification to the Purchaser about the manner of use of Goods already sold by OS to the Purchaser. The Purchaser shall give all reasonable assistance to OS or the manufacturer in resisting any claim which may arise under any recall of Goods by OS or the manufacturer of such Goods.
15. Force Majeure
OS may defer the date of Delivery or to cancel the Contract or reduce the volume of the Goods ordered (in all cases without liability to the Purchaser) if it is prevented from or delayed in carrying on of its business due to circumstances beyond its reasonable control including acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials provided that, if the event in question continues without break for at least 180 days, the Purchaser may terminate the Contract by notice in writing.
16. Product Information
a. Whilst OS makes reasonable commercial efforts to ensure that details and information given in both printed and online publications are accurate at the time of issue, OS gives no guarantees as to the accuracy or completeness of such information. Full technical specifications are not necessarily included. OS may alter details and information at any time.
b. The Purchaser must check any details and information they wish to rely on with OS at the time of purchase. Absent such confirmation OS accepts no liability in respect of any errors or omissions therein contained or for loss arising from incorrect reliance upon such publications.
17. OS Disclaimer
Any products shown in both our printed or online publications do not represent endorsement by OS of any other products, services or organisations.
18. Product Variations
The images of the products on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device’s display of the colours accurately reflects the colour of the products. Your product may vary slightly from those images. The packaging of the product may vary from that shown on images on our website.
19. Data Protection
a. OS will use the personal information that the Purchaser provide to OS:
i. to supply the goods to the Purchaser;
ii. to process the Purchaser’s payment for the goods; and
iii. if you agreed to this during the order process, to give the Purchaser information about similar products that OS provide, but the Purchaser may stop receiving this at any time by contacting OS.
b. OS will only give the Purchaser’s personal information to third parties where the law either requires or allows OS to do so.
20. Assignment
a. The Purchaser shall not be entitled to assign the Contract or any part of it without the prior written consent of OS.
b. OS may assign the Contract or any part of it to any person, firm or company.
21. General
a. OS reserve the right to amend the Conditions which are subject to confirmation at the time of application.
b. Each right or remedy of OS under the Contract is without prejudice to any other right or remedy of OS whether under the Contract or not.
c. Each party agrees to keep secret and confidential all information obtained or disclosed as a result of the relationship between the parties under the Contract.
d. If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
e. Failure or delay by OS in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
f. Any waiver by OS of any breach of, or any default under, any provision of the Contract by the Purchaser will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
g. The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
h. The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
